Common use of Non-infringement Warranty And Indemnity Clause in Contracts

Non-infringement Warranty And Indemnity. Licenser represents and --------------------------------------- warrants that it has the right to license the Licensed Program and Documentation on the terms and conditions set forth in this Agreement, and that use of the Licensed Program within the scope of such license does not infringe any United States copyright or misappropriate any trade secret of a third party. Licensor will indemnify and hold Licensee harmless Licensee from and against all damages, liabilities, costs and expenses (including reasonable fees of counsel and other professionals) incurred by Licensee arising out of a breach of the warranty in this Section 7, provided that Licensee promptly notifies Licensor of any third party claim or action which alleges such infringement or misappropriation, and grants Licensor the sole control of the defense of any such action, including all negotiations for its settlement or compromise. If Licensee is a defendant in such action, it may participate at its expense. Licensor will use commercially reasonable efforts to mitigate any damages arising out of a judicial determination that use of the Licensed Program infringes third party copyrights or trade secrets by either (A) delivering a non-infringing version of the Licensed Program, or (B) obtaining a license from the third party such that the use of the Licensed Program as contemplated hereunder is no longer infringing, or (C) if neither of the foregoing actions are commercially practicable, Licensor may terminate this Agreement and the license granted hereunder, in which case Licensor will refund to Licensee a portion of the License Fee actually paid to Licensor for the Licensed Program on an equitable basis taking into consideration such factors as the useful life of the Licensed Program and the period of time during which Licensee enjoyed its use. [*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Non-infringement Warranty And Indemnity. Licenser represents Each of Cortext and --------------------------------------- warrants Planet represent and warrant to the best of their knowledge that it each has the right to enter into this Agreement and license the Licensed Program and Documentation Magazine Software on the terms and conditions set forth in this AgreementAgreement both with respect to each other and any third party, and that the authorized use of the Licensed Program Magazine Software within the scope of such license does not infringe any United States copyright or patent or misappropriate any trade secret or any other intellectual or proprietary right of a third party. Each of Cortext and Planet represent and warrant to the best of their knowledge that the Magazine Software contains no "time-bombs" or other materially disabling features which in any way may materially adversely affect Licensee's use of the Magazine Software within the scope of the license granted in Section 2 above. Each of Cortext and Planet represent and warrant that they have used their best efforts to ensure that the Magazine Software contains no viruses. Licensor further represents and warrants that the Magazine Software is year 2000 compliant. Licensor expressly disclaims any warranties of merchantability or fitness for a particular purpose. Licensor will indemnify and hold Licensee harmless and defend Licensee from and against actual payments in respect of all claims or actions of any type by Dapei Zahav, and/or the Jerisalem Post, and any damages, liabilities, costs and costs, and/or expenses (including reasonable fees of counsel and other professionals) incurred by Licensee arising out of a breach of the warranty in this Section 78 with respect to Dapei Zahav, and/or the Jerisalem Post, provided that Licensee promptly notifies Licensor of any third party such claim or action which alleges such infringement or misappropriation, and grants Licensor the sole control of the defense of any such action, including all negotiations for its settlement or compromise. If Licensee is a defendant in such action, it may participate at its expense. Licensor will use commercially reasonable efforts to mitigate any damages arising out of a final judicial determination that use of the Licensed Program Magazine Software infringes third party copyrights intellectual property or trade secrets proprietary rights (including patents issued either before or after the Effective Date) by either (A) delivering a non-infringing version of the Licensed ProgramMagazine Software, or (B) obtaining a license from the third party such that the use of the Licensed Program Magazine Software as contemplated hereunder is no longer infringinginfringing or (c) delivering a substitute to Magazine Software which similarly materially performs as the Magazine Software. Licensor also will indemnify and hold Licensee harmless and defend Licensee from and against all finally settled and successful (whether adjudicated, arbitrated, or settled) claims or actions of any type by any third party, and any damages, liabilities, costs, and/or expenses (Cincluding reasonable fees of counsel and other professionals) if neither paid or payable by Licensee arising out of a breach of the foregoing actions are commercially practicablewarranty in this Section 8 with respect to such third parties, Licensor may terminate this Agreement and Licensee shall have the license granted hereunder, in which case Licensor will refund to Licensee a portion sole control of the License Fee actually paid defense of any such action, except for negotiations for its settlement or compromise which shall be coordinated in advance with Cortext. Licensee shall use its best efforts to provide Cortext with or to facilitate Licensor's access to any and all documents relating to such action. Licensor specifically and expressly shall not be responsible for any claim to the Licensed Program on an equitable basis taking into consideration extent such factors as the useful life of the Licensed Program and the period of time during which Licensee enjoyed its use. [*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSclaim is based upon any Derivative Work created by Licensee.

Non-infringement Warranty And Indemnity. Licenser Verisity represents and --------------------------------------- warrants that it has the right to license the Licensed Program and Documentation on the terms and conditions set forth in this Agreement, and that use of the Licensed Program within the scope of such license does not infringe any United States copyright or misappropriate any trade secret of a third party. Licensor Verisity will indemnify and hold Licensee harmless Licensee from and against all damages, liabilities, costs and expenses (including reasonable fees of counsel and other professionals) incurred by Licensee arising out of a breach of the warranty in this Section 7Article 8, provided that Licensee promptly notifies Licensor Verisity of any third party claim or action which alleges such infringement or misappropriation, and grants Licensor Verisity the sole control of the defense of any such action, including all negotiations for its settlement or compromise. If Licensee is a defendant in such action, it may participate at its expense. Licensor Verisity will use commercially reasonable efforts to mitigate any damages arising out of a judicial determination that use of the Licensed Program infringes third party copyrights or trade secrets by either (A) delivering a non-infringing version of the Licensed Program, or (B) obtaining a license from the third party such that the use of the Licensed Program as contemplated hereunder is no longer infringing, or (C) if neither of the foregoing actions are commercially practicable, Licensor Verisity may terminate this Agreement and the license granted hereunder, in which case Licensor Verisity will refund to Licensee a portion of the License Fee actually paid to Licensor Verisity for the Licensed Program on an equitable basis taking into consideration such factors as the useful life of the Licensed Program and the period of time during which Licensee enjoyed its use. [*]- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.